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Philip T. Colton

I've always wanted to be in business law, to work with business owners and achieve success together.

Contact: P /612.604.6729E /[email protected]

Education

University of Minnesota Law School, J.D., cum laude, 1984

• Member and Editor, Minnesota Law Review

St. Lawrence University, B.A., magna cum laude, 1981

Bar Admissions

Minnesota, 1984

North Dakota, 2011

My Approach

My dad was a pharmacist and owned a pharmacy and pharmaceutical business. I grew up living that business, and gained an understanding and insight for what makes a business tick: it’s cutting through all the challenges and finding out how to get things done. Whether it’s dealing with regulatory concerns, capital concerns, regular business operations, or closing an M&A transaction, I help my clients reach their goals.

Because I have seen business operations as both outside and inside counsel, I understand my clients’ perspective and goals, as well as the legal side of what needs to get accomplished. For three years, I served as in-house General Counsel of a public company, and have represented numerous clients (both on the banker and issuer side) in raising capital through IPO and private and public offerings (including IPOs). I have a wealth of public company experience, both operational matters and public and private company M&A work. I also have deep experience with all aspects of REITs, funds and broker-dealer/registered representatives work (operational, regulatory and litigation) as well as many other types of matters.

Outside of work, I play golf, fish, and read anything I can get my hands on, from mystery to history to business, science fiction or magazines.

Practice Areas

Practicing Securities & Corporate Finance

My Experience

I practice principally in the areas of corporate finance and securities law, broker-dealer regulation, mergers and acquisitions, and corporate law. For three years, I served as General Counsel/Senior Vice President to a large, publicly-traded regional securities brokerage/clearing firm, with an active software/web-based technology division. I have technical and practical experience in a wide variety of business and financial transactions, including public and private debt and equity financings, tender offers, SEC/FINRA/Blue Sky Regulatory Matters and arbitrations, acquisition and financing transactions, venture capital investments, and the like.

Representative Matters

• Formation and capitalization transactions of three private, non-traded real estate investment trusts. Numerous REIT capital raising and real estate acquisition transactions, including UPREIT transactions.
• Representation of issuers or underwriters/agents in numerous private and SEC registered equity and debt offerings.
• Representation of SEC registered issuer in an approximate $150m cash-out merger transaction and related tender offer.
• Representation of private, non-traded REIT in approximate $180m sale transaction to another similar entity.
• Representation of software entity in sale transaction in excess of $700m to private equity purchaser.
• Representation of private and SEC registered entities in acquisition transactions.
• Representation of investors and issuers in numerous series of preferred equity transactions.
• Representation of issuers in exchange listing matters.
• Representation of many SEC registered entities as SEC counsel and often as outside general counsel.
• Representation of broker-dealer entities and registered representatives in all types of matters, including operational matters, acquisitions, FINRA arbitrations, regulatory, clearing and other matters.
• Representation of numerous bank holding companies and bank entities in financing/equity transactions.
• Representation of numerous start-up entities and business owners.

Awards

The Best Lawyers in America©

Securities / Capital Markets Law, 2016-2023, 2025

Also experienced in

Mergers & Acquisitions

General Corporate

Private Equity

Private Investment Funds

Honors & Awards

Real Estate Lawyer of the Year

Minnesota Real Estate Journal, 2021

The Best Lawyers in America©

Securities / Capital Markets Law, 2016-2023, 2025

Minnesota Super Lawyers®

(formerly Minnesota Law & Politics)
1999, 2000, 2006-2019

AV Preeminent

LexisNexis Martindale-Hubbell, Peer review ratings

Rising Stars

Minnesota Law & Politics, 1999

Associations & Memberships

Hennepin County Bar Association

Corporate Counsel Section, Co-chair, 2010-2011, 2011-2012
Securities Law Section, President, 1998-1999